Item 2- Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

Highlights of the First Quarter of 2012

All references to "organic" financial data exclude the Timberland® and SmartWool® brands ("Timberland"), acquired September 13, 2011.

• Revenues grew to $2,556.5 million, an increase of 31% from the 2011 quarter, composed of growth from the addition of Timberland and 12% organic growth.

• International revenues rose 45% over the 2011 quarter, with 33 percentage points of the growth attributable to the Timberland acquisition. International revenues accounted for 40% of total revenues in the first quarter of 2012.

• VF's business in Asia continued to experience significant growth, with revenues up 65% in the quarter, composed of 45% growth from the addition of Timberland and 20% organic growth.

• Direct-to-consumer revenues increased 49% in the quarter and accounted for 19% of VF's total revenues. Timberland accounted for approximately two-thirds of the direct-to-consumer revenue growth in the first quarter of 2012.

• Earnings per share increased to $1.91 from $1.82 in the 2011 quarter, with the Timberland acquisition contributing $0.09 per share. (All per share amounts are presented on a diluted basis.)